Lucara Diamond Corp.

Execution Version

SIXTH AMENDING AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT

THIS AGREEMENT dated as of the 29[th] day of June, 2020.

BETWEEN:

THE BANK OF NOVA SCOTIA , a Canadian chartered bank

(herein, in its capacity as administrative agent for the Lenders, called the “ Administrative Agent ”)

and -

LUCARA DIAMOND CORP. , a corporation existing under the laws of the Province of British Columbia

(herein called the “ Borrower ”)

and -

THE BANK OF NOVA SCOTIA , as Lender

WHEREAS the parties hereto entered into an amended and restated credit agreement dated as of May 5, 2014, as amended by a first amending agreement and consent dated July 18, 2016, a second amending agreement dated as of May 4, 2017, a third amending agreement dated February 22, 2018, a fourth amending agreement dated December 19, 2018 and a fifth amending agreement dated April 29, 2020 (collectively, the “ Credit Agreement ”);

AND WHEREAS the parties hereto wish to amend certain provisions of the

Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows: ARTICLE 1 DEFINED TERMS

1.1 Capitalized Terms. All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement as amended hereby.

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ARTICLE 2 AMENDMENTS TO CREDIT AGREEMENT

2.1 General Rule. Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.

2.2 Tangible Net Worth. Section 11.1(p) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“ Tangible Net Worth . The Borrower shall, at all times, maintain its Tangible Net Worth to be greater than or equal to the sum of (x) $200,000,000 plus (y) amount equal to (i) 50% of the net proceeds of each equity issuance by the Borrower for each Fiscal Quarter from and including the Fiscal Quarter ending June 30, 2020 and (ii) 50% of the positive Net Income, if any, for each Fiscal Quarter from and including the Fiscal Quarter ending June 30, 2020. For the purposes of this covenant, if Net Income in Fiscal Quarter is a negative amount, it shall be deemed to be equal to zero.”.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. To induce the Lender and the Administrative Agent to enter into this agreement, the Borrower hereby represents and warrants to the Lender and the Administrative Agent that the representations and warranties of the Borrower which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date hereof.

ARTICLE 4

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT

4.1 Conditions Precedent. This agreement shall not become effective until the following conditions are satisfied: (a) a copy of this agreement is executed and delivered to the Administrative Agent by the parties hereto; and
(b) a confirmation of secured obligations in the form attached hereto is executed and delivered by each Guarantor to the Administrative Agent.

ARTICLE 5

MISCELLANEOUS

5.1 Future References to the Credit Agreement. On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any other Credit Document or any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit

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Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

5.2 Confirmation of Guarantee and Security. Each Obligor confirms and agrees that the Liens and other obligations expressed to be created under or pursuant to each Finance Document to which it is a party shall be binding upon such Obligor and its collateral (as described in each such Security Document) shall be unaffected by and shall continue in full force and effect notwithstanding the amendment to the Credit Agreement and consent in respect thereof as constituted hereby and the execution and delivery and effectiveness of this agreement shall not in any manner whatsoever reduce, release, discharge, impair or otherwise prejudice or change the rights of the Finance Parties arising under, by reason of or otherwise in respect of such Liens and other obligations constituted by each such Finance Document. For the avoidance of doubt, each Obligor hereby confirms that each Security Document to which it is a party secures its Secured Obligations and that each such Finance Document to which it is a party continues in full force and effect.

5.3 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

5.4 Inurement. This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

5.5 Conflict. If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount. This agreement shall not create any novation.

5.6 Further Assurances. The Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.

5.7 Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same agreement. Delivery of an executed signature page of this agreement by facsimile, email or pdf transmission shall be as effective as delivery of a manually executed counterpart hereof.

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IN WITNESS WHEREOF , the parties hereto have executed and delivered this agreement on the date first above written.

/s/ Eira Thomas By: Name: Eira Thomas Title: President & CEO

/s/ Zara Boldt By: Name: Zara Boldt Title: CFO & Corporate Secretary

Amending Agreement - Sixth

THE BANK OF NOVA SCOTIA, as Administrative Agent

/s/ Clement Yu By: Name: Clement Yu Title: Director

/s/ Ryan Moonilal By: Name: Ryan Moonilal Title: Analyst

THE BANK OF NOVA SCOTIA, as Lender

/s/ Elizabeth Daponte

By: Name: Elizabeth Daponte Title: Managing Director

/s/ Priya Francis By: Name: Priya Francis Title: Associate

Amending Agreement - Sixth

CONFIRMATION OF SECURED OBLIGATIONS

By its signature below, each of the undersigned hereby acknowledges, agrees to and consents to the foregoing amending agreement and the terms and conditions set forth therein (including, for greater certainty, Section 5.2 thereof).